~~  JAN 
AGRE  EMENT 


The  Albany  and  Schenectady  Eail  Road  Company,  Th 
Shenectady  and  Troy  Rail  Road  Company,  The  Utic 
and  Schenectady  Rail  Road  Company,  The  Mohaw: 
Valley  Rail  Road  Company,  The  Syracuse  and  Utic 
Rail  Road  Company,  The  Syracuse  and  Utic  a  Direc 
Rail  Road  Company,  The  Rochester  and  Syracuse  Rai: 
Road  Company,  The  Buffalo  and  Rochester  R  ail  Roa: 
Company,  The  Rochester,  Lockport  and  Niagara  Fall 
Rail  Road  Company,  and  The  Buffalo  and  Lockpor* 
Rail  Road  Company  ; 

\  WHEREBY  THE  SAID  COMPANIES  ARE 

1  CONSOLIDATED  INTO  ONE  CORPORATION, 


UNDER  THE  NAME  OF 

£hcdllw\(ovh  Central  iSailroad  Company, 

IN  PURSUANCE  OF 

AN  ACT  OF  THE  LEGISLATURE  OF  THE  STATE  OF  NEW  YORK, 

ENTITLED 

AN  ACT  TO  AUTHORIZE  TIIE  CONSOLIDATION  OF  CERTAIN  RAILROAD  COMPANIES, 
PASSED  APRIL  SECOND,  ONE  THOUSAND  EIGHT  HUNDRED 
AND  FIFTY-THREE. 


ALBANY : 


Hx  ICtbrta 


SEYMOUR  DURST 


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Because  it  has  been  said 
"Ever'thing  comes  t'  him  who  waits 

Except  a  loaned  book." 


Avery  Architectural  and  Fine  Arts  Library 
Gift  of  Seymour  B.  Durst  Old  York  Library 


AGEEEMENT 

BETWEEN 

The  Albany  and  Schenectady  Kail  Road  Company,  The 
Shenectady  and  Troy  Rail  Road  Company,  The  Utica 
and  Schenectady  Rail  Road  Company,  The  Mohawk 
Valley  Rail  Road  Company,  The  Syracuse  and  Utica 
Rail  Road  Company,  The  Syracuse  and  Utica  Direct 

.  Rail  Road  Company,  The  Rochester  and  Syracuse  Rail 
Road  Company,  The  Buffalo  and  Rochester  Rail  Road 
Company,  The  Rochester,  Lockport  and  Niagara  Falls 
Rail  Road  Company,  and  The  Buffalo  and  Lockport 
Rail  Road  Company  ; 

WHEREBY  THE  SAID  COMPANIES  ARE 

CONSOLIDATED  INTO  ONE  CORPORATION, 

UNDER  THE  NAME  OF 

"<Thc  |\en*  ||flvlt  Central  Railroad  Company," 

IN  PURSUANCE  OF 

AN  ACT  OF  THE  LEGISLATURE  OF  THE  STATE  OF  NEW  YORK, 

ENTITLED 

"AN  ACT  TO  AUTHORIZE  THE  CONSOLIDATION  OF  CERTAIN  RAILROAD  COMPANIES  " 
PASSED  APRIL  SECOND,  ONE  THOUSAND  EIGHT  HUNDRED 
AND  FIFTY-THREE. 


ALBANY: 
COMSTOCK  &  CASSIDY,  PRINTERS. 

1859. 


Digitized  by  the  Internet  Archive 
in  2014 


http://archive.org/details/agreementbetweenOOnewy 


made  this  seventeenth  day  of  May ,  in  the  year 
one  thousand  eight  hundred  and  fifty-three,  BETWEEN 
The  Albany  and  Schenectady  Railroad  Company,  The 
Schenectady  and  Troy  Railroad  Company,  The  Utica 
and  Schenectady  Railroad  Company,  The  Mohawk  Val- 
ley Railroad  Company,  The  Syracuse  and  Utica  Rail- 
road Company,  The  Syracuse  and  Utica  Direct  Railroad 
Company,  The  Rochester  and  Syracuse  Railroad  Company, 
The  Buffalo  and  Rochester  Railroad  Company,  The 
Rochester,  Lockport  and  Niagara  Falls  Railroad  Com- 
pany, and  The  Buffalo  and  Lockport  Railroad  Company, 
all  bodies  corporate  existing  under  the  laws  of  the  State  of 
New  York. 

Whereas,  by  an  act  of  the  Legislature  of  the  said  State 
of  New  York,  passed  on  the  second  day  of  April,  one 
thousand  eight  hundred  and  fifty-three,  entitled  "  An  act  to 
authorize  the  consolidation  of  certain  railroad  companies," 
the  several  companies  above  named  or  any  two  or  more  of 
them  were  thereby  authorized  at  any  time  to  consolidate 
such  companies  into  a  single  corporation,  in  the  manner 
therein  mentioned,  as  on  reference  to  the  said  act  will 
more  fully  appear. 

And  Whereas,  negotiations  have  heretofore  been  entered 
into  by  and  between  the  said  several  companies,  for  the 
purpose  of  effecting  their  consolidation  into  a  single  corpo- 
ration as  authorized  by  the  said  act  of  the  Legislature,  and 
the  same  has  been  agreed  upon,  on  the  terms  and  condi- 
tions hereinafter  mentioned  and  contained. 

>*ow  therefore,  this  agreement  made  by  and  between 
the  several  companies  above  named,  under  and  in  virtue 
of  ythe  authority  conferred  upon  them  by  the  act  of  the 
Legislature  aforesaid,  Witnesseth,  That  the  said  several 
companies  hereinbefore  named,  do  agree,  and  each  for  itself 
severally  doth  hereby  agree,  that  the  said  several  companies 


4 


or  bodies  shall  be  consolidated  into  and  form  one  corpora- 
tion, under  the  name  of 

THE  NEW  YORK  CENTRAL  RAILROAD  COMPANY, 

which  shall  continue  for  the  term  of  five  hundred  years 
from  its  commencement. 

And  in  pursuance  of  the  said  act  of  the  Legislature,  the 
parties  hereto  do  hereby  prescribe  the  following  terms  and 
conditions  of  the  said  consolidation,  and  do  respectively 
agree  thereto,  and  to  the  mode  of  carrying  the  same  into 
effect  as  herein  provided  for. 

Article  h  The  directors  of  the  said  new  corporation 
shall  be  thirteen  in  number.  The  first  election  of  directors 
shall  be  held  at  the  City  Hall,  in  the  city  of  Albany,  on 
Wednesday  the  sixth  day  of  July  next,  between  the  hours 
of  twelve  o'clock  noon  and  three  o'clock  in  the  afternoon 
of  that  day.  Notice  of  the  time  and  place  of  the  said  elec- 
tion shall  be  given  at  least  thirty  days  previously  thereto, 
by  the  presidents  of  the  respective  companies,  parties  hereto 
in  the  state  paper,  and  in  at  least  one  newspaper  published 
in  each  of  the  cities  of  New  York,  Boston,  Albany,  Schen- 
ectady, Utica,  Syracuse,  Auburn,  Rochester  and  Buffalo. 

The  following  persons,  to  wit,  Henry  IT.  Martin,  George 
Dexter  and  Rufus  G.  Beardsley  of  the  city  of  Albany,  all 
stockholders  in  some  one  or  more  of  the  said  companies, 
are  hereby  appointed  inspectors  of  the  said  election,  to 
perform  the  usual  duties  required  by  law  in  such  cases. 
The  inspector  or  inspectors  attending  at  the  time  and  place 
fixed  for  the  election,  shall  have  power  to  fill  any  vacancy 
occasioned  by  the  non-attendance  of  any  one  or  more  of 
their  number.  Any  person  so  appointed  to  fill  a  vacancy, 
must  be  a  stockholder  in  some  one  of  the  companies,  parties 
hereto.  Should  neither  of  the  inspectors  attend  at  the  time 
and  place  appointed  for  the  election,  the  stockholders  pre- 
sent at  the  hour  fixed  for  opening  the  polls,  shall  have  power 
by  the  vote  of  a  majority  in  number  of  those  present,  to 


5 


choose  three  persons,  being  stockholders,  in  one  or  more  of 
the  said  companies,  who,  or  any  two  of  whom,  shall  have 
power  to  act  as  the  inspectors  of  the  said  election.  There 
shall  be  chosen  at  the  said  election,  three  persons  as  inspec- 
tors at  the  next  succeeding  election  of  directors,  as  required 
by  law.  All  stockholders  in  the  several  companies,  parties 
to  this  agreement,  shall  have  the  right  to  vote  at  the  said 
election  in  person,  or  by  proxy,  and  shall  severally  be  en- 
titled to  two  votes  for  each  share  of  stock  (being  one  hun- 
dred dollars  at  par,)  held  by  such  stockholders,  in  either 
or  any  of  the  said  companies,  except  as  to  the  Butfalo  and 
Rochester  Railroad  Company,  the  shares  in  which  being- 
fifty  dollars  each,  one  vote  only  shall  be  allowed  for  each 
share  of  stock  in  the  said  company.  The  thirteen  persons 
being  stockholders  in  some  one  or  more  of  the  said  com- 
panies, parties  hereto,  receiving  a  majority  of  votes  at  the 
said  election,  shall  be  the  first  directors  of  the  said 

"  THE  NEW  YORK  CENTRAL  RAIL  ROAD  COMPANY." 

In  the  event  of  a  failure  to  elect  the  said  directors,  or 
any  one  or  more  of  the  number  by  a  majority  vote  on  the 
first  ballot,  the  said  inspectors  shall  immediately  after  can- 
vassing the  votes  and  ascertaining  the  result,  again  open 
the  polls  of  the  said  election,  for  the  election  of  the  said 
directors,  or  of  such  number  of  them  as  may  not  have  been 
chosen  on  the  first  ballot,  as  aforesaid,  and  shall  keep  the 
polls  of  the  said  election  open  for  at  least  one  hour,  and 
until  all  the  stockholders  present  or  represented,  and  wish- 
ing to  vote  shall  have  voted  ;  and  the  person  or  persons 
receiving  a  majority  of  votes  on  the  said  second  ballot  shall 
be  declared  elected.  If  the  choice  of  directors  shall  not 
be  completed  on  the  second  balloting,  either  as  to  the 
whole  or  any  portion  of  the  number  remaining  to  be  chosen 
as  aforesaid,  as  many  more  ballot ings  shall  be  had  as  may 
be  necessary  to  effect  such  choice  ;  which  ballot  ings  shall 
severally  be  conducted  on  the  same  principles  as  the  second 
balloting,  excepting  that  after  the  second  balloting  a  plu- 


6 


rality  of  votes  only  shall  be  necessary  to  an  election.  If, 
however,  after  four  balloting*  it  shall  so  happen  that  a  por- 
tion of  the  directors  shall  have  been  chosen,  no  further 
ballotings  shall  be  had,  but  the  persons  so  chosen,  or  a 
majority  of  them,  shall  with  as  little  delay  as  may  be,  fill 
up  and  complete  the  board  by  the  choice  of  such  persons 
being  stockholders  in  some  one  or  more  of  the  said  com- 
panies, as  they  may  see  fit.  The  directors  chosen  in  pur- 
suance of  this  article  shall  hold  their  offices  until  the  annual 
election  of  directors  in  the  said  new  corporation,  to  be  held 
in  the  year  one  thousand  eight  hundred  and  fifty-four,  as 
herereinafter  provided  for,  and  until  others  shall  have  been 
elected  in  their  places. 

Art.  2.  The  directors  of  the  said  new  corporation  shall 
thereafter  be  chosen  annually,  on  the  second  Wednesday  of 
December,  in  each  year  after  the  present  year,  one  thousand 
eight  hundred  and  fifty-three,  by  a  majority  of  the  votes  of 
the  stockholders  voting  at  such  election  in  such  manner  as 
may  be  prescribed  in  the  by-laws  of  the  corporation,  and 
they  may  and  shall  continue  to  be  directors  until  others  are 
elected  in  their  places  In  the  election  of  directors,  each 
stockholder  shall  be  entitled  to  one  vote  for  each  share  of 
stock  held  by  such  stockholder.  Vacancies  in  the  board  of 
directors  shall  be  filled  in  such  manner  as  shall  be  pre- 
scribed by  the  by-laws  of  the  corporation.  At  each  elec- 
tion of  directors,  three  inspectors  of  election  shall  be  chosen 
for  the  next  annual  election  of  directors,  as  required  by 
law.  Xo  person  shall  be  a  director,  unless  he  shall  be  a 
stockholder,  as  required  by  the  general  railroad  law. 

Art.  3.  The  capital  stock  of  the  said  new  corporation 
being  limited  by  the  act  aforesaid,  to  the  aggregate  amount 
of  the  capitals  of  the  several  companies  thus  consolidated, 
the  respective  parties  hereto  do  severally  agree  and  declare 
that  the  capital  stock  of  the  said  corporations  respectively, 
together  with  the  amount,  if  any,  of  outstanding  bonds 


7 


legally  issued  by  the  said  several  corporations  with  the 
right  or  privilege  to  the  holders  thereof  to  convert  the  same 
into  the  capital  stock  of  such  companies  respectively  at 
par,  on  surrender  of  the  said  bonds,  and  on  the  terms 
therein  mentioned,  are  as  follows  : 

The  present  actual  paid  up  capital 
stock  of  the  Albany  and  Sche- 
nectady Rail  Road  Company, 
divided  into  shares  of  $100 
each,  is  one  million  five  hun- 
dred and  thirty-five  thousand 

eight  hundred  dollars,   $1,535,800 

The  amount  of  the  principal  of 
the  bonds  of  the  said  company 
convertible  into  stock  thereof, 
as  aforesaid,  now  outstanding 
and  unpaid,  is.  eighty-six  thou- 
sand dollars,   $86,000 

The  present  actual  paid  up  capi- 
tal stock  of  the  Schenectady 
and  Troy  Railroad  Company, 
divided  into  shares  of  $100 
each,  is  six  hundred  and  fifty 

thousand  dollars,   650,000 

The  present  actual  paid  up  capi- 
tal stock  of  the  Utica  and 
Schenectacy  Railroad  Compa- 
ny, divided  into  shares  of  $100 
each,  is  four  millions  five  hun- 
dred thousand  dollars,   4,500,000 

The  present  actual  capital  stock 
of  the  Mohawk  Valley  Rail- 
road Company,  divided  into 
shares  of  $100  each,  and  on 
which  $  10  per  share  has  been 
paid,  leaving  $90  per  share  re- 


8 


mailing  unpaid,  is  one  million 
live  hundred  and  seventy-live 
thousand  dollars,  

The  present  actual  paid  up  capi- 
tal stock  of  the  Syracuse  and 
Utica  Railroad  Company,  di- 
vided into  shares  of  $  100  each, 
is  two  millions  seven  hundred 
thousand  dollars,  

The  present  actual  capital  stock 
of  the  Syracuse  and  Ttica  Dii 
rect  Railroad  Company,  divid- 
ed into  shares  of  $'100  each 
and  on  which  $10  per  share 
has  been  paid,  leaving  $90  per 
share  remaining  unpaid,  is  six 
hundred  thousand  dollars,.  .  .  . 

The  present  actual  paid  up  capi- 
tal stock  of  the  Rochester  and 
Syracuse  Railroad  Company, 
divided  into  shares  of  $'100 
each,  is  five  million  six  hun- 
dred and  six  thousand  and 
seven  hundred  dollars,  

The  amount  of  the  principal  of 
the  bonds  of  the  said  company 
convertible  into  stock  thereof 
as  aforesaid,  now  outstanding 
and  unpaid,  is  two  thousand 
dollars,  

The  present  capital  stock  of  the 
Buffalo  and  Rochester  Rail 
Road  C  ompany  is  three  millions 
of  dollars,  divided  into  shares  of 
$50  each,  the  sum  of  $50  per 


1,575,000 


2,700,000 


fi00,000 


5,606,700 


2,000 


9 


share  remaining  to  be  paid  on 

14,375  of  the  said  shares,. . . .  3,000,000 
The  present  actual  paid  up  capi- 
tal stock  of  the  Rochester, 
Lockport  and  Niagara  Falls 
Rail  Road  Company,  divided 
into  shares  of  $100  each,  in 
addition  to  the  liability  to 
issue  $150,000  more  to  the 
Rochester  and  Lake  Ontario 
Rail  Road  Company,  under  an 
agreement  between  the  two 
companies,  is  two  million  and 
sixteen  thousand  one  hundred 

dollars,   2,016,100 

The  amount  of  the  bonds  of  the 
said  company,  convertible  into 
stock  thereof  as  aforesaid,  now 
outsanding  and  unpaid,  is  one 
hundred  and  thirty-nine  thou- 
sand dollars,   139,000 

The  present  actual  paid  up  capi- 
tal stock  of  the  Buffalo  and 
Lockport  Rail  Road  Company, 
divided  into  shares  of  $100 
each,  is  six  hundred  and  seven- 
ty-five thousand  dollars,  ....  675,000 

$227,000  $22,858,600 
227,000 

$23,085,600 

Forming  an  aggregate  present  capital  of  twenty-two 
millions  eight  hundred  and  fifty-eight  thousand  six  hun- 
dred dollars,  subject  to  be  increased  by  the  conversion 
into  stock  of  the  said  convertible  bonds,  the  sum  of  two 
2 


10 


hundred  and  twenty-seven  thousand  dollars  ;  making  in  all 
the  sum  of  twenty-three  millions  and  eighty-five  thousand 
six  hundred  dollars. 

The  capital  stock  of  the  said  new  corporation  is  therefore 
fixed,  pursuant  to  the  said  act  of  the  Legislature,  at  the 
aforesaid  aggregate  sum  of  twenty-two  millions  eight  hun- 
dred and  fifty-eight  thousand  six  hundred  dollar-  ($22,8.08,- 
600,)  to  be  divided  into  two  hundred  and  twenty-eight 
thousand  five  hundred  and  eighty-six  (228,586)  shares,  of 
one  hundred  dollars  each  ;  such  capital  being  subject  to  be 
increased,  by  the  conversion  into  stock  of  the  principal  of 
the  said  outstanding  bonds  from  time  to  time,  so  that  the 
same  shall  not,  when  all  the  said  bonds  shall  be  converted, 
exceed  the  sum  of  twenty-three  millions  and  eighty- 
five  THOUSAND  SIX  HUNDRED  DOLLARS  ($23,085,000,)  to  be 

divided  into  two  hundred  and  thirty  thousand  eight  hun- 
dred and  fifty-six  shares,  of  one  hundred  dollars  each. 

Art.  4.  The  said  capital  stock  shall  be  distributed  rate- 
ably  to  and  among  the  several  stockholders  in  the  compa- 
nies, parties  hereto,  so  that  every  stockholder  in  each  of 
the  present  companies  shall  receive  in  place  of  the  stock 
now  held  by  such  stockholder,  the  like  number  of  shares 
at  par  in  the  capital  stock  of  the  new  corporation,  except 
as  to  the  stockholders  in  the  Buffalo  and  Rochester  Rail 
Road  Company,  the  shares  in  which  being  fifty  dollars 
each,  the  holder  of  every  two  shares  of  that  stock,  reject- 
ing all  odd  shares  or  fractions  of  fifty  dollars,  shall  be 
entitled  to  one  share  in  the  new  corporation.  The  stock 
representing  the  aggregate  of  the  said  fractions  or  parts 
of  less  than  one  hundred  dollars  each,  shall  be  sold  at 
auction,  and  the  proceeds,  adding  the  proper  allowance 
made  to  the  stockholders  of  the  said  company  for  its  pro- 
portion of  the  differences  in  value  hereinafter  referred  to, 
shall  be  divided  rateably  among  the  stockholders,  to  whom 
the  said  fractional  parts  belonged  ;  or,  if  the  holders  of 


11 


any  of  the  said  fractional  parts  so  prefer,  the  new  corpo- 
ration will  pay  and  allow  at  the  rate  of  par  for  the  said 
fractions,  and  receive  for  its  own  use  the  portion  of  the 
proceeds  of  the  sale  at  auction,  as  before  provided  for, 
which  such  stockholder  would  otherwise  have  been  enti- 
tled to  receive. 

Art.  5.  The  amount  of  the  bond  or  funded  debts  other 
than  the  convertible  bonds  above  mentioned  due  from  the 
said  several  companies,  parties  hereto,  who  are  thus  in- 
debted, and  which,  as  well  as  the  said  convertible  bonds 
which  may  not  be  converted  into  stock,  the  said  new  cor- 
poration is  to  assume  and  pay,  is  hereby  declared  and 
fixed  by  each  company  so  indebted,  severally  for  itself,  as 
follows  : 

The  Albany  and  Schenectady  Rail  Road  Com- 
pany, two  hundred  and  twenty-six  thousand 
eight  hundred  and  twenty-three  dollars  and 
sixty-two  cents  $226,823  62 

The  Schenectady  and  Troy  Rail  Road  Com- 
pany, one  hundred  thousand  dollars,   100,000  00 

The  interest  on  which  to  1st  March,  1858, 
is  to  be  paid  by  the  corporation  of  the  city 
of  Troy. 

The  Syracuse  and  Utica  Rail  Road  Company, 
one  hundred  and  twenty-six  thousand  dol- 
lars at  seven  per  cent,  interest,  payable 
semi-annually,  principal  payable  in  1854,. .    126,000  00 

The  Rochester  and  Syracuse  Rail  Road  Com- 
pany, seven  hundred  and  fifty-six  thousand 

dollars,   756,000  00 

Four  hundred  thousand  dollars  is  due  for 
state  stock  issued  for  the  company,  subject 
to  a  deduction  of  seventy-one  thousand  six 
hundred  and  fifty-two  dollars  and  twenty- 
three  cents,  the  amount  of  the  sinking  fund 


12 


in  the  hands  of  the  comptroller,  leaving  the 
balance  of  the  whole  debt  the  amount 
above  stated. 

The  Buffalo  and  Rochester  Rail  Road  Com- 
pany, two  hundred  thousand  dollars,   200,000  00 

One  hundred  thousand  dollars  of  this 
amount  is  due  to  the  state,  for  state  stock 
issued  at  live  and  a  half  per  cent,  interest  ; 
to  apply  in  reduction  of  which,  the  comp- 
troller holds  a  sinking  fund,  amounting  to 
about  twenty-three  thousand  dollars,  which 
leaves  the  actual  debt  about  one  hundred 
and  seventy-seven  thousand  dollars. 

The  Rochester,  Lockport  and  Niagara  Falls 
Rail  Road  Company,  four  hundred  and 
seventy-six  thousand  dollars,  all  at  seven 
per  cent,  interest,   476,000  00 

The  respective  companies  are  to  pay  all  the  interest  due 
or  which  may  accrue  on  their  said  indebtedness  up  to  the 
first  day  of  May,  one  thousand  eight  hundred  and  fifty- 
three. 

Art.  6.  All  the  indebtedness  and  liabilities,  direct  and 
contingent,  existing  against  either  of  the  parties  hereto,  at 
the  close  of  business  on  the  thirtieth  day  of  April  last, 
including  the  wages  of  all  laborers,  workmen,  agents  and 
officers  to  the  end  of  that  month,  other  than  the  bonds  or 
funded  debt  hereinbefore  referred  to,  are  to  be  paid  and 
liquidated  by  the  respective  parties,  or  the  trustees  who 
may  settle  their  affairs  as  hereinafter  mentioned,  out  of 
their  own  assets  respectively,  which  do  not  pass  to  or  vest 
in  the  new  corporation,  and  are  not  to  be  chargeable  in  any 
way  upon  the  said  new  corporation.  But  this  shall  not 
extend  to  any  indebtedness  for  engines,  cars,  machinery 
or  supplies  contracted  for  by  any  of  the  parties  previously 
to  the  said  thirtieth  day  of  April  last,  and  not  then  deli- 


13 


vered  ;  but  such  engines,  cars,  machinery  or  supplies  shall 
be  paid  for  by  the  new  corporation  on  receiving  the  same, 
or  on  the  proper  performance  of  any  contract  therefor ; 
but  no  company  having  made  any  partial  payment  on 
account  of  any  engines,  cars,  machinery  or  supplies  as 
aforesaid  before  the  said  thirtieth  day  of  April  last,  shall 
be  in  any  way  entitled  to  be  refunded  for  the  same  by  the 
new  corporation. 

Art.  7.  The  trustees  of  each  and  every  party  hereto  to 
be  appointed  as  hereinafter  provided  for,  shall  account  for 
and  pay  over  to  the  said  new  corporation,  without  delay, 
after  the  first  election  of  directors  thereof  as  hereinbefore 
provided  for ;  all  the  moneys  which  shall  have  been  re- 
ceived by  the  company  of  which  they  are  trustees  for 
the  transportation  of  passengers  and  freight,  and  all  other 
income  and  receipts  of  every  kind,  arising  from  business 
transacted,  sales  made  or  otherwise,  subsequent  to  the 
said  thirtieth  day  of  April  last  (except  for  calls  on  stock, 
made  previously  to  that  time,)  and  shall  be  credited  and 
allowed  all  payments  out  of  said  moneys  properly  made  in 
carrying  on  and  conducting  the  business  operations  of  the 
said  company,  subsequent  to  the  said  thirtieth  day  of  April 
last,  and  up  to  the  time  of  such  accounting  and  payment. 
The  Rochester  and  Syracuse  Rail  Road  Company  shall  also 
be  credited  with  the  amount  which  shall  have  been  ex- 
pended by  them  in  constructing  and  equipping  their 
straight  line  road  between  Syracuse  and  Rochester,  not 
included  in  the  foregoing  statement  of  their  capital  stock 
and  indebtedness,  such  amount  being  estimated  at  one 
hundred  and  fifteen  thousand  nine  hundred  and  twelve 
dollars,  but  not  in  any  event  to  exceed  the  sum  of  one 
hundred  and  twenty  thousand  dollars. 

Art.  8.  The  parties  hereto,  respectively,  shall  be  autho- 
rized to  retain  for  the  payment  of  their  indebtedness  and 
liabilities  hereinbefore  agreed  to  be  paid  and  discharged  by 


14 


them  respectively,  and  for  division  and  distribution  as  may 
be  authorized  by  law  should  any  surplus  remain,  all  moneys, 
which  they  had  on  hand  on  the  said  thirtieth  day  of  April 
last,  all  amounts  and  debts  due  to  them  on  that  day,  includ- 
in-  j  >;i\'iiieiit  >  or  instalments  on  Mock  called  for  before  that 
time  and  payable  previously  to  the  date  hereof,  and  all 
stocks  and  securities  for  the  payment  of  money  which  they 
then  held.  Each  of  the  companies,  parties  hereto,  in  order 
to  carry  out  the  foregoing  provision  in  this  article  con- 
tained,  shall,  before  the  first  election  of  directors  for  the 
said  new  corporation  takes  place,  as  hereinbefore  provided 
for,  assign  and  transfer  to  its  directors  in  office  at  the  time, 
or  to  such  of  them,  or  to  such  other  person  or  persons  as 
they  may  deem  proper,  all  the  moneys,  demands,  debts, 
stocks  and  property  which  such  company  is  entitled  to  hold 
and  retain  as  hereinbefore  in  this  article  mentioned,  in  trust 
for  the  purposes  aforesaid,  with  such  covenants  and  pro- 
visions in  the  said  transfers  respectively,  as  each  company 
shall  deem  best  and  most  expedient,  in  order  to  provide  for 
the  extinguishment,  with  as  little  delay  as  may  be,  of  the 
debts  and  liabilities  of  the  said  companies  respectively,  and 
for  the  division  of  the  residue  of  the  said  funds,  demands 
and  property,  and  the  proceeds  thereof  to  and  among  the 
stockholders  of  the  said  respective  companies  according  to 
their  respective  rights  and  interests. 

The  several  companies  shall  also  assign  to  the  said 
trustees  all  the  moneys  received  by  or  due  to  them  respec- 
tively, and  which,  under  the  seventh  article  hereof,  are  to 
be  accounted  for  and  paid  over  to  the  new  corporation,  in 
order  that  the  said  trustees  may,  without  delay,  account 
for  and  pay  the  same  to  the  new  corporation  as  required 
by  the  said  seventh  article. 

The  several  companies  shall  also  assign  to  the  said 
trustees  all  sums  of  money  and  personal  assets,  which  by 
any  of  the  provisions  of  this  agreement  are  to  be  paid  to 
or  accounted  for  to  the  said  new  corporation,  to  the  end 


15 


that  such  payment  and  accounting,  in  order  to  settle  all 
questions  in  regard  thereto,  may  be  made  by  some  person 
or  persons  acting  in  behalf  of  the  parties  entitled  to  the 
remaining  assets  of  the  said  companies,  as  the  said  com- 
panies will  then,  by  reason  of  their  being  merged  in  the 
new  corporation,  have  ceased  to  exist  as  bodies  corpo- 
rate. 

Art.  9.  Several  of  the  companies,  parties  hereto,  being 
the  holders  and  owners  of  shares  in  the  capital  stock  of  the 
Great  Western  Railroad  Company,  Canada  West,  and 
in  the  Buffalo  and  State  Line  Railroad  Company,  sub- 
scribed for  under  and  in  virtue  of  acts  of  the  legislature  of 
this  state,  authorizing  such  subscriptions,  and  it  being  con- 
sidered desirable  that  the  new  corporation  should  continue 
to  hold  the  said  stocks,  it  is  hereby  agreed,  that  the  said 
new  corporation  shall  take  a  transfer  from  the  trustees  of 
the  respective  companies,  of  the  stocks  so  held  by  them,  at 
the  following  prices.  For  the  stock  of  the  Great  Western 
Railroad  Company,  Canada  West,  par  (deducting  any 
instalments  remaining  unpaid,)  and  all  accrued  interest 
thereon  allowed  by  the  company,  and  remaining  unpaid  ; 
and  for  the  stock  of  the  Buffalo  and  State  Line  Railroad 
Company,  par  and  twenty  per  cent  premium,  with  interest 
from  the  tnirteenth  day  of  April  last,  that  being  the  mar- 
ket value  of  the  said  stock  on  that  day.  The  said  stocks 
are  to  be  paid  for  by  the  new  corporation,  in  cash,  before 
the  first  day  of  November  next,  with  interest  from  the  first 
day  of  May  instant,  as  to  the  stock  of  the  Great  Western 
Railroad  Company,  and  with  interest  from  the  thirteenth 
day  of  April  last,  as  to  the  stock  of  the  Buffalo  and  State 
Line  Railroad  Company,  or  at  the  election  of  the  new 
corporation,  by  the  issue  of  its  bonds  to  the  trustees  of 
the  several  companies  for  the  amount  due  to  them  respec- 
tively, payable  at  the  end  of  thirty  years  from  the  first  "day 
of  May,  one  thousand  eight  hundred  and  fifty -three,  with 


16 


interest  at  the  rate  of  six  per  cent  per  annum,  from  the 
said  first  day  of  May,  and  the  said  thirteenth  day  of  April, 
1853,  as  the  case  may  he,  payal  h;  semi-annually  on  the  first 
day  of  May  and  November  in  eacli  year,  on  the  surrender 
of  the  respective  interest  warrants  to  be  appended  to  the 
said  bonds,  in  the  form  usual  in  such  cases,  and  both  prin- 
cipal and  interest  to  be  made  payable  in  the  city  of  New 
York.    The  amount  of  the  said  stocks  at  par  held  by  the 
several  companies,  is  declared  by  each  company  for  itself 
to  be  as  follows  :  The  Albany  and  Schenectady  Railroad 
Company  hold  twenty-live  thousand  dollars  of  the  stock  of 
the  said  Great  Western  Railroad  Company.    The  l.'tica 
and  Schenectady  Railroad  Company  hold  two  hundred 
thousand  dollars  of  the  stock  of  the  said  Great  Western 
Railroad  Company.    The  Syracuse  and  Utica  Railroad 
Company  hold  seventy-live  thousand  dollars  of  the  stock  of 
the  said  Great  Western  Railroad  Company,  and  sixty-two 
thousand  three  hundred  dollars  of  the  stock  of  the  said  Buffalo 
and  State  Line  Railroad  Company.    The  Rochester  and 
Syracuse  Railroad  Company  hold  one  hundred  and  twenty- 
five  thousand  dollars  of  the  stock  of  the  said  Great  Western 
Railroad  Company,  and  one  hundred  and  five  thousand 
five  hundred  dollars  of  the  stock  of  the  said  Buffalo  and 
State  Line  Railroad  Company.    The  Buffalo  and  Roch- 
ester Railroad  Company  hold  ninety-four  thousand  nine 
hundred  and  fifty  dollars  of  the  stock  of  the  said  Buffalo 
and  State  Line  Railroad  Company.    The  Rochester,  Lock- 
port  and  Niagara  Falls  Railroad  Company  hold  sixty -eight 
thousand  five  hundred  dollars  of  the  stock  of  the  said 
Great  Western  Railroad  Company. 

Art.  10.  The  Mohawk  Valley  Railroad  Company  agree, 
that  the  trustees  to  be  appointed  by  the  said  company,  as 
herein  provided  for,  shall  pay  over  to  the  said  new  cor- 
poration without  delay,  after  the  first  election  of  directors 
thereof,  as  herein  provided  for,  the  amount  of  the  first 


17 


instalment  of  ten  per  cent  received  on  the  capital  stock 
of  the  said  company,  being  one  hundred  and  fifty-seven 
thousand  five  hundred  dollars,  deducting  therefrom  all 
expenses  and  charges  paid  or  justly  incurred  by  the  said 
company. 

Art.  11.  The  Syracuse  and  Utica  Direct  Railroad  Com- 
pany agree,  that  the  trustees  to  be  appointed  by  the  said 
company,  as  herein  provided  for,  shall  pay  over  to  the 
said  new  corporation  without  delay,  after  the  first  election 
of  directors  thereof,  as  herein  provided  for,  the  amount  of 
the  first  instalment  of  ten  per  cent  received  on  the  capital 
stock  of  the  said  company,  being  sixty  thousand  dollars, 
deducting  therefrom  all  expenses  and  charges  paid  or  just- 
ly incurred  by  the  said  company. 

Art.  12.  The  whole  of  the  amount  unpaid  on  the  capi- 
tal stock  of  the  Buffalo  and  Rochester  Railroad  Company, 
as  hereinbefore  mentioned,  it  is  agreed,  shall  be  paid  to 
the  new  corporation.  It  is  understood,  however,  that  the 
said  Buffalo  and  Rochester  Railroad  Company  may  in  the 
mean  time  receive  a  payment  of  ten  per  cent  on  the  said 
stock ;  and  the  full  amount  of  any  moneys  which  may 
be  so  received  by  the  said  company,  shall  be  paid  over 
by  the  trustees  to  be  appointed  by  the  said  company  as 
herein  pi  ovided  for,  to  the  new  corporation,  without  de- 
lay. 

Art.  13.  The  certificates  of  stock  in  the  new  corpora- 
tion to  be  given  to  the  parties  who  shall  be  stockholders  in 
the  Mohawk  Yalley  Railroad  Company,  and  in  the  Syra- 
cuse and  Utica  Direct  Railroad  Company,  at  the  time  the 
consolidation  shall  take  effect,  in  place  of  those  held  by 
them  in  the  said  companies  respectively,  shall  state,  that  ten 
dollars  only  on  each  share  of  the  said  stock  has  been  paid, 
and  that  the  sum  of  ninety  dollars  per  share  remains  to  be 
paid  thereon,  as  the  same  may  be  called  for  by  the  directors, 
3 


18 


and  be  in  other  respects  in  the  form  usual  in  luch  pases. 
The  certificates  to  he  given  to  the  holders  of  the  stock  of  the 
Buffalo  and  Rochester  Railroad  Company,  not  paid  for  as 
aforoaid,  shall  conform  to  the  amount  of  the  first  payment 
on  the  said  stock,  if  any  shall  have  been  made  as  herein  I  «  - 
fore  provided  for  before  the  said  consolidation  shall  take 
effect,  and  if  not,  to  the  amount  of  such  first  payment,  when 
the  same  shall  have  been  made.  It  is  also  agreed  that  anv 
stockholder  holding  either  of  the  said  three  stocks  in  this 
article  mentioned,  may  at  any  time  before  the  first  day 
of  February  next,  pay  the  amount  remaining  due  on  the 
shares  so  held  by  him,  or  on  any  of  them,  with  interest 
at  the  rate  of  seven  per  cent  per  annum,  from  the  first 
day  of  May  instant,  deducting  any  dividend  which  may 
have  been  paid  on  the  capital  stock  of  the  said  new  cor- 
poration, previously  to  that  time  should  any  have  been 
paid,  and  shall  thereupon  be  entitled  to  receive  a  certificate 
for  full  stock  for  the  shares  so  paid  for.  The  amount  re- 
maining unpaid  on  the  three  stocks  referred  to  in  this  arti- 
cle on  the  first  day  of  February  next,  may  be  called  for  by 
the  directors  in  the  usual  manner,  at  any  time  after  that 
period.  But  the  option  to  pay  the  said  stocks  in  full  at  any 
time  before  the  first  day  of  February  next,  shall  not  pre- 
vent the  directors  of  the  new  corporation  from  calling  for, 
and  requiring  the  payment  of  the  same,  or  of  any  of  them 
at  any  time  before  that  day,  should  they  deem  it  proper  so 
to  do.  The  said  stock  so  paid  in  part  shall,  until  the  same 
be  made  full  stock,  be  entitled  to  the  same  per  centage  of 
dividend  on  the  amount  from  time  to  time  paid  thereon,  as 
may  be  declared  and  paid  on  the  full  stock  of  the  new 
company. 

Aet.  14.  The  estate,  property  and  franchises  of  the  said 
companies,  parties  hereto,  which  in  pursuance  of  the  said 
act  of  the  legislature,  will  vest  in  the  said  new  corporation, 
on  its  organization,  being  relatively  of  unequal  value,  and 


19 


the  stocks  of  the  respective  companies  having  heretofore 
uniformly  sold  in  market  at  different  prices  or  rates  of  pre- 
mium, the  parties  hereto  do  hereby,  with  the  view  of  mak- 
ing compensation  for  such  differences  to  the  stockholders 
of  the  said  companies,  respectively,  fix  upon  the  following- 
amounts  to  be  allowed  therefor  by  the  issue  of  certificates 
as  hereinafter  mentioned,  to  wit  : 

To  the  stockholders  of  The  Albany  and  Schenectady 
Railroad  Company,  it  is  hereby  agreed  to  allow  seventeen 
per  cent,  or  seventeen  dollars  on  each  one  hundred  dollars 
of  the  capital  stock  thereof. 

To  the  stockholders  of  the  Utica  and  Schenectady  Rail- 
road Company,  it  is  hereby  agreed  to  allow  fifty-five  per 
cent,  or  fifty-five  dollars  on  each  one  hundred  dollars  of  the 
capital  stock  thereof. 

To  the  stockholders  of  The  Mohawk  Yalley  Railroad 
Company,  it  is  hereby  agreed  to  allow  fifty-five  per  cent, 
or  fifty-five  dollars  on  each  one  hundred  dollars  of  the 
whole  capital  stock  thereof,  the  said  capital  stock  being- 
subject  to  the  further  payment  of  ninety  dollars  on  each 
share  thereof  as  aforesaid. 

To  the  stockholders  of  the  Syracuse  and  Utica  Railroad 
Company,  it  is  hereby  agreed  to  allow  fifty  per  cent  or  fifty 
dollars  on  each  one  hundred  dollars  of  the  capital  stock 
thereof. 

To  the  stockholders  of  The  Syracuse  and  Utica  Direct 
Railroad  Company,  it  is  hereby  agreed  to  allow  fifty  per 
cent,  or  fifty  dollars  on  each  one  hundred  dollars  of  the 
whole  capital  stock  thereof,  the  said  capital  stock  being- 
subject  to  the  further  payment  of  ninety  dollars  on  each 
share  thereof,  as  aforesaid. 

To  the  stockholders  of  The  Rochester  and  Syracuse  Rail- 
road Company,  it  is  hereby  agreed  to  allow  thirty  percent 
or  thirty  dollars  on  each  one  hundred  dollars  of  the  capi- 
tal stock  thereof. 


20 


To  the  stockholders  of  The  Buffalo  and  Rochester  Kail- 
road  Company,  it  is  hereby  agreed  to  allow  forty  per  cent 
or  forty  dollars  on  each  one  hundred  dollar-  of  the  whole 
capital  stock  thereof,  it  being  understood  thai  the  whole 
amount,  remaining  unpaid  on  the  said  stock  as  before 
stated,  is  to  be  paid  or  accounted  for  to  the  new  corpora- 
tion as  aforesaid. 

To  the  stockholders  of  the  Rochester,  Lockport  and 
Niagara  Falls  Railroad  Company,  and  to  the  stockholders 
of  the  Rulluloand  Lockport  Railroad  Company,  it  is  hereby 
agreed  to  allow  twenty-five  per  cent  or  twenty-five  dollars 
on  each  one  hundred  dollars  of  the  capital  stock  of  each  of 
the  said  companies  respectively. 

No  allowance  is  made  for  any  such  difference  in  value  as 
aforesaid  to  the  stockholders  of  the  Schenectady  and  Troy 
Railroad  Company,  as  the  stock  of  that  company  is  not 
considered  to  be  worth  its  par  or  nominal  value  :  but  each 
share  of  stock  in  the  new  corporation  to  be  issued  to  the 
stockholdersof  that  company  in  place  of  t  heir  present  stock 
in  said  company  as  hereinbefore  provided  for,  shall  be 
made  subject  to  the  further  payment  of  twenty-five  dollars 
on  each  of  the  said  shares,  at  such  time  or  times  and  in  such 
instalments  as  the  directors  may  require  ;  in  like  manner 
as  provided  for  in  and  by  the  seventh  section  of  the  general 
railroad  law  ;  such  further  payment  being  required  on 
the  said  shares  in  order  to  entitle  the  holders  of  the  stock 
of  the  said  Schenectady  and  Troy  Railroad  Company  to 
an  equal  amount  at  par  of  the  stock  of  the  new  corpora- 
tion. 

Art.  15.  The  said  new  corporation  shall,  without  delay, 
after  its  organization,  issue  to  the  stockholders  of  the  re- 
spective companies,  parties  hereto,  and  entitled  thereto  as 
aforesaid,  and  in  proportion  to  their  respective  interests, 
certificates,  of  such  form  as  they  may  deem  advisable,  each 
of  which  shall  state  in  substance  the  amount  to  which  the 


21 


stockholder  to  whom  the  same  shall  be  issued  is  entitled,  on 
the  basis  fixed  in  the  last  article,  and  that  such  amount  is 
to  be  paid  out  of  the  future  income  of  the  said  company, 
after  payment  of  the  cost  of  maintaining  and  operating  the 
said  road,  at  the  end  of  thirty  years  from  the  first  day  of 
May,  1853,  with  interest  at  the  rate  of  six  per  cent  per 
annum,  from  the  said  first  day  of  May,  1853,  payable  semi- 
annually on  the  first  day  of  May  and  the  first  day  of  Novem- 
ber in  each  year,  on  the  surrender  of  the  respective  interest 
warrants  to  be  appended  to  the  said  certificates  in  the  form 
usual  in  such  cases,  and  both  principal  and  interest  to  be 
made  payable  in  the  city  of  Xew  York. 

Stockholders  who  may,  in  pursuance  of  the  foregoing 
provision,  be  entitled  respectively  to  certificates  for  less 
than  five  hundred  dollars,  may  be  paid  in  cash  if  the  new 
corporation  so  elect.  Such  certificates  shall  be  issued  in 
amounts  of  five  hundred  dollars  ($500,)  one  thousand  dol- 
lars, ($1,000,)  three  thousand  dollars,  ($3,000,)  five  thou- 
sand dollars,  ($5,000,)  and  ten  thousand  dollars  ($10,000) 
only,  unless  the  new  corporation  otherwise  determine,  and 
the  fraction  or  excess  to  which  any  stockholder  may  be 
entitled,  over  and  above  the  amount  which  can  be  liqui- 
dated by  certificates  of  the  denominations  aforesaid,  may 
be  paid  by  the  new  corporation  in  cash,  or  they  may,  at 
their  election,  issue  a  certificate  therefor.  But  the  certifi- 
cates referred  to  in  this  article  shall  not  be  issued  to  the 
respective  classes  of  stockholders  entitled  thereto,  until 
the  trustees  of  the  respective  companies  shall  have  given 
satisfactory  security  to  the  new  corporation,  that  the 
debts  and  liabilities  of  the  said  respective  companies 
direct  and  contingent,  and  not  herein  charged  on  the  new 
corporation,  shall  be  paid  and  satisfied,  and  the  new  cor- 
poration fully  indemnified  against  the  same. 

Art.  16.  A  sinking  fund  shall  be  provided  by  the  new 
corporation,  for  the  purpose  of  securing  the  payment  of 
the  principal  of  the  said  certificates  at  the  maturity  thereof, 


22 


by  setting  apart  annually  out  of  its  earnings,  after  first 
paying  all  the  expenses  of  running  and  maintaining  the 
road,  and  the  interest  on  the  said  certificate-  a-  aforesaid, 
an  amount  equal  to  one  and  one-fourth  of  one  per  rent  on 
the  total  amount  of  the  principal  of  all  the  certificate! 
thus  issued,  which  fund,  with  the  accumulations  thereon, 
shall  be  invested  in  the  public  stocks  of  the  Tinted  Slate-, 
or  of  the  State  of  New  York,  or  in  the  stocks  or  bonds  of 
any  incorporated  city  in  the  State  of  New  York,  autho- 
rized by  law  to  issue  the  same,  or  in  the  purcha-e  of  any 
of  the  said  certificates,  as  the  said  new  corporation  may 
al  any  time  deem  most  desirable.  An  account  shall  be  kept 
of  the  said  sinking  fund,  and  of  the  accumulations  thereof, 
and  the  said  fund  and  the  securities  belonging  thereto,  >hall 
at  all  times  be  kept  separate  and  apart  from  the  other 
funds  and  assets  of  the  said  corporation,  in  order  to  secure 
the  eventual  application  in  good  faith  of  the  whole 
thereof  to  the  payment  of  the  principal  of  the  said  certi- 
ficates as  aforesaid. 

Art.  17.  The  agreement  made  between  the  Rochester, 
Lockport  and  Niagara  Falls  Rail  Road  Company,  and  the 
Rochester  and  Lake  Ontario  Rail  Road  Company,  whereby 
the  former  company  have  taken  a  lease  of  the  road  of  the 
last  named  company,  for  the  term  of  its  charter,  and 
agreed  to  consolidate  the  capital  stock  of  the  two  roads, 
when  the  requisite  measures  therefor  shall  have  been  com- 
pleted as  therein  mentioned,  and  agreeing  in  the  meantime 
to  pay  to  the  stockholders  of  the  said  Rochester  and  Lake 
Ontario  Rail  Road  Company  (the  capital  stock  being  one 
hundred  and  fifty  thousand  dollars,)  the  same  dividends 
and  at  the  same  time  and  place  as  shall  hereafter  be  paid 
on  the  stock  of  the  said  Rochester,  Lockport  and  Niagara 
Falls  Rail  Road  Company,  so  that  the  stock  of  the  two 
companies  shall  in  all  respects  stand  on  an  equality,  shall 
be  fulfilled  on  the  part  of  the  new  corporation ;  and  the 


said  new  corporation  shall  issue  to  the  respective  stock- 
holders of  the  said  Rochester  and  Lake  Ontario  Rail  Road 
Company,  on  surrender  of  the  certificates  of  stock  in  said 
company  now  held  by  them  ;  certificates  for  twenty-five 
per  cent  on  the  amount  at  par  of  such  capital  stock,  at  the 
same  time,  and  in  the  same  manner  as  is  hereinbefore  pro- 
vided for  with  respect  to  the  stockholders  in  the  said 
Rochester,  Lockport  and  Niagara  Falls  Rail  Road  Com- 
pany, and  payable  in  like  manner  in  all  respects,  and  by 
also  issuing  to  them,  pursuant  to  the  said  agreement,  new 
certificates  of  stock  in  the  said  Rochester  and  Lake  Onta- 
rio Rail  Road  Company  of  the  same  amount  as  those 
which  shall  be  surrendered  by  them  respectively,  in  like 
manner  and  form,  as  nearly  as  may  be,  as  the  said  Roches- 
ter, Lockport  and  Niagara  Falls  Rail  Road  Company  are 
bound  to  do,  substituting  in  such  certificates  the  name  of 
the  new  corporation,  in  place  of  the  name  of  the  said 
Rochester,  Lockport  and  Niagara  Falls  Rail  Road  Com- 
pany, so  that  the  stock  of  the  said  Rochester  and  Lake 
Ontario  Rail  Road  Company  shall  in  all  respects  stand  on 
an  equality  with  the  stock  of  the  new  corporation.  And 
the  said  Rochester,  Lockport  and  Niagara  Falls  Rail  Road 
Company  hereby  substitute  the  said  new  corporation  in 
their  place,  to  do  and  perform  in  their  own  name,  and  by 
their  o  vn  officers,  all  such  matters  and  things  as  the  said 
Rochester,  Lockport  and  Niagara  Falls  Rail  Road  Com- 
pany, or  its  officers,  would  have  been  required  to  do  or 
perform  had  its  corporate  existence  continued,  under  their 
agreement  with  the  Rochester  and  Lake  Ontario  Rail  Road 
Company. 

Art.  18.  The  several  companies,  parties  hereto,  do  here- 
by in  consideration  of  the  premises  and  of  the  sum  of  one 
dollar  to  each  of  them  paid,  the  receipt  whereof  is  hereby 
confessed,  respectively  grant  and  release  to  the  said  new 
corporation,  when  formed,  and  to  its  successors  and  as- 


2  \ 


signs,  all  and  singular  the  lands  of  the  said  companies, 
parties  hereto,  on  which  the  track  of  their  respective  roads 
is  laid,  and  all  and  singular  the  lands  and  real  estate  occu- 
pied by  them  for  their  depots,  engine  house-,  machine 
shops  and  other  buildings,  and  all  other  lands  and  real 
estate  occupied  or  held  by  them,  or  which  may  be  held  or 
owned  by  them  at  the  time  the  said  several  corporations 
will,  under  the  said  act  of  the  legislature  passed  on  the 
second  day  of  April,  1853,  merge  in  the  said  new  corpo- 
ration. 

Art.  19.  The  road  of  the  Buffalo  and  Lockport  Rail 
Road  Company  shall  be  in  all  respects  completed  by  that 
company  at  its  own  expense,  with  all  necessary  depots, 
and  other  buildings,  and  the  title  to  its  real  estate  per- 
fected on  or  before  the  first  day  of  July  next,  in  the  man- 
ner agreed  upon  by  the  contract  between  the  said  company 
and  The  Rochester,  Lockport  and  Niagara  Falls  Rail  Road 
Company.  If  the  said  road  should  not  be  so  completed, 
satisfactory  security  shall  be  given  to  the  new  corporation 
for  its  completion,  in  manner  aforesaid,  before  the  certifi- 
cates for  differences,  hereinbefore  mentioned,  shall  be 
issued  to  its  stockholders. 

Art.  20.  The  amount  of  the  unpaid  and  unclaimed  divi- 
dends due  by  any  of  the  companies  to  their  respective 
stockholders,  shall  be  accounted  for  and  paid  over  to  the 
new  corporation,  who  shall  pay  such  dividends  to  the 
parties  entitled  thereto  whenever  the  same  shall  be  legally 
demanded. 

Art.  21.  Should  the  stockholders  of  any  company  being 
a  party  hereto,  decline,  neglect  or  refuse  to  ratify  this 
agreement,  on  or  before  the  first  day  of  July  next,  in 
the  manner  and  form  required  by  the  said  act  ol  the  legis- 
lature, passed  April  2d,  1853,  before  the  same  shall  be 
deemed  the  agreement  of  the  said  company,  the  same  shall 
on  and  after  that  day  become  of  full  force  and  effect,  and 


25 


be  an  agreement  between  the  companies  whose  stockhold- 
ers shall  then  have  sanctioned  and  approved  the  same  in 
the  manner  required  by  the  said  act  of  the  legislature,  in 
the  same  manner  as  if  the  company  or  companies  so  de- 
clining, neglecting  or  refusing,  had  not  been  named  as  a 
party  hereto. 

Art.  22.  Should  any  shareholder  in  any  or  either  of  the 
several  companies,  parties  hereto,  whose  stockholders  shall 
ratify  this  agreement,  decline  taking  shares  in  the  said  new 
corporation,  such  shareholder  shall  be  paid  for  the  shares 
so  held  by  him,  by  the  new  corporation,  in  the  manner  in 
all  respects  provided  for,  in  and  by  the  sixth  section  of 
the  said  act  of  the  legislature,  passed  April  2d,  1853. 

In  witness  whereof,  the  corporate  seals  of  the  respec- 
tive companies,  parties  to  this  instrument,  have  been 
affixed  hereto,,  in  duplicate,  on  the  day  and  year  first  above 
written,  by  the  order  and  in  the  presence  of  the  directors 
of  the  said  several  companies  respectively,  duly  convened, 
a  quorum  of  each  of  the  said  several  boards  of  directors 
being  so  present  and  assenting  thereto,  as  is  attested  by 
their  respective  signatures  hereto,  on  behalf  and  by  order 
of  the  said  several  boards  of  director^,  and  the  presidents 
of  each  of  the  said  companies  have  also  at  the  same  time, 
and  in  the  presence  of  the  said  respective  boards  of  direc- 
tors, and  on  behalf  of  the  said  respective  companies,  hereto 
affixed  their  names  in  virtue  of  resolutions  of  the  said 
several  boards  of  directors,  passed  at  their  said  respective 
meetings,  on  the  same  day  and  year  last  aforesaid. 

EZEKIEL  C.  McINTOSH,  President        [To>IP°I  ™L] 

Albany  and  Scheneetady  Railroad  Company. 
GERRIT  Y.  LANSING,  Viee-P resident. 

H,  PUMPELLY, 

R.  H.  WINSLOW, 

4 


26 


T.  TILBSTON, 
I.V.MAN  CHAPIN, 

Directors  of  the  Albany  and  Schenec- 
tady Rail  Road  Company. 


ERASTUS  CORNING,  President,  I 
NICHOLAS  DBVEREUX, 
JOHN  TOWNSEND, 
TIlo.MAS  W.  OLCOTT, 
JAMES  BOOKER, 
MARCUS  T.  REYNOLDS, 
LIVINGSTON  SPEAKER, 
JOHN  ELLIS, 
A.  C.  PAIGE, 
E.  T.  THROOP  MARTIN, 

Directors  of  the  Utica  and  Schenectady 

Rail  Road  Company. 


JOHN  V.  L.  PRUYN,  President  of  the    [S^P°I  ™] 

Mohawk  Valley  R.  R.  Co, 
ERASTUS  CORNING, 
JOHN  TOWNSEND, 
MARCUS  T.  REYNOLDS, 
F.  E.  SPINNER, 

B.  CARVER, 
ISAAC  JACKSON, 
THOMAS  W.  OLCOTT, 

C.  VIBBARD, 
A.  C.  PAIGE, 

Directors  of  the  Mohawk  Valley 

R.  R.  Company. 


27 


RUSSELL  SAGE,  President  of  the  [SEC^TYHE] 

Schenectady  and  Troy  Railroad  Company. 
THOMAS  SYMONDS, 
JOHN  S.  IDE, 
H.  N.  LOCKWOOD, 
JON' A  EDWARDS, 
H.  MOSHER, 
WM.  F.  SAGE, 
HIRAM  SMITH, 
HARVEY  DAVIS, 
HENRY  INGRAM, 
D.  T.  VAIL, 

Directors  of  the  Schenectady 

and  Troy  R.  R.  Co. 


HENRY  B.  GIBSON,  President,  f^StES"] 
JOSEPH  FELLOWS, 
JACOB  GOULD, 
WM.  F.  WELD, 
HORACE  WHITE, 
LEWIS  BROOKS, 
CHAS.  SEYMOUR, 
J.  B.  VARNUM, 
J.  H.  CHEDELL, 

Directors  of  the  Rochester  and 

Syracuse  R.  R.  Co. 


JOHN  WILKINSON,  President  of  the  [3^J1™X] 

Syracuse  and  Utica  Railroad  Company. 
C.  STEBBINS,  Vice  President. 

JOHN  STRYKER, 

OLIVER  TEALL, 

JOEL  RATHBONE, 

E.  W.  LEAVENWORTH, 


28 


HAM'L  WHITE, 
HOLMES  HUTCHINSON, 
S  A  M  L  FRENCH, 
I).  WAGER, 
JOSEPH  BATTELL, 

Dira  tors  of  the  Syracuse  and 

Utica  R.  R.  Co. 


CHAS.  STEBBIN8,  President  Syracuse 

and  Utita  Direct  l(.  R.  Co. 
JOHN  WILKINSON, 
OLIVER  TEALL, 
HOLM ES  IILTCHINSON, 
JOSEPH  BATTELL, 
JOEL  RATHBONE, 
HAMILTON  WHITE, 
EL  W.  LEAVENWORTH, 
D.  WAGER, 
SAM  L  FRENCH, 
GEORGE  BARNES, 
HORACE  WHITE, 

Directors  of  the  Syracuse  and 

Utica  Direct  R.  R.  Co. 


J.  B.  VARNUM,  President, 
A.  BOODY, 
E.  B.  HOLMES, 
EDWARD  WHITEHOUSE, 
S.  0.  SMITH, 
J.  C.  COLTON, 
R,  S.  BURROWS, 

Directors  of  the  Rochester,  Lockport 

and  Niagara  Falls  R.  R.  Co. 


29 


ISAAC  C.  COLTON,  President  of  the  [SEC^™HE] 

Buffalo  and  Lockport  R.  R.  Co. 

A.  BOODY, 
ALBERT  H.  TRACY, 
RUFUS  H.  KING, 
E.  B.  HOLMES, 
EDWARD  WHITEHOUSE, 
J.  B.  PLUMB, 
A.  D.  PATCHIN, 
JOHN  WILKESON, 
J.  B.  VARNUM, 
JOEL  RATHBONE, 

Directors  of  the  Buffalo  and 

Lockport  R.  R.  Co. 


JOSEPH  FIELD,  President,  [a*?JLlHE\ 
DEAN  RICHMOND, 
WM.  F.  WELD, 
HENRY  MARTIN, 
THOMAS  KEMPSHALL, 
FRANCIS  H.  TOWS, 
A.  SPRAGUE, 
D.  W.  TOMLINSON, 
G.  H.  MUMFORD, 
LEWIS  BROOKS, 

Directors  of  the  Buffalo  and 

Rochester  R.  R.  Co. 

STATE  OF  NEW  YORK,  /  ■ 
City  of  Albany.  ) 

On  this  seventeenth  day  of  May,  in  the  year  one  thousand 
eight  hundred  and  fifty  three,  before  me,  the  undersigned, 
carne  Ezekiel  C.  Mcintosh,  president  of  the  Albany  and 
Schenectady  Railroad  Company,  Erastus  Corning,  presi- 
dent of  the  Utica  and  Schenectady  Railroad  Company, 


30 


Russell  Sage,  president  of  the  Schenectady  and  Troy  Rail- 
road Company,  and  John  V.  L.  Pruyn,  president  of  the 
Mohawk  Valley  Railroad  Company,  all  to  ine  well  known 
as  such  presidents  respectively,  who  being  by  me  severally 
duly  sworn,  did  depose  and  say,  that  they  severally  reside 
in  the  city  of  Albany,  except  as  to  the  said  Russell  Sage, 
who  deposed  that  he  resides  in  the  city  of  Troy  ;  that  they 
are  respectively  the  presidents  of  the  said  several  com- 
panies, parties  to  the  foregoing  agreement,  as  above  men- 
tioned ;  that  the  seals  affixed  to  the  foregoing  agreement 
or  instrument,  and  purporting  to  be  the  respective  corpo- 
rate seals  of  the  said  several  companies,  are  known  to  them 
to  be  such  corporate  seals  respectively,  and  were  so  affixed 
by  the  order  of  the  respective  boards  of  directors  of  the 
said  several  companies  ;  and  that  by  the  like  order  and 
authority,  they,  the  said  deponents,  had  each  severally 
signed  the  said  instrument,  as  president  as  aforesaid. 

Also,  on  the  same  day,  appeared  before  me,  Gerrit  Y. 
Lansing,  Herman  Pumpelly,  Richard  H.  Winslow,  Thomas 
Tileston  and  Lyman  Chapin,  to  me  severally  and  personally 
well  known  to  be  directors  of  the  Albany  and  Schenectady 
Railroad  Company,  and  the  same  persons  described  in,  and 
who,  on  the  behalf  of  the  said  company,  and  as  such  direc- 
tors, had  severally  executed  the  foregoing  instrument. 

Also,  on  the  same  day,  appeared  before  me,  Thomas 
Symonds,  John  S.  Ide,  Hanford  N.  Lockwood,  Jonathan 
Edwards,  Harvey  Mosher,  William  F.  Sage,  Hiram  Smith, 
Harvey  Davis,  Henry  Ingram  and  David  T.  Vail,  to  me 
severally  and  personally  well  known  to  be  directors  of  the 
Schenectady  and  Troy  Railroad  Company,  and  the  same 
persons  described  in,  and  who,  on  the  behalf  of  the  said 
company,  and  as  such  directors,  had  severally  executed  the 
foregoing  instrument. 

Also,  on  the  same  day,  appeared  before  me,  Nicholas 
Devereux,  John  Townsend,  Thomas  W.  Olcott,  Marcus  T. 
Reynolds,  James  Hooker,  Livingston  Spraker,  John  Ellis, 


31 


Alonzo  C.  Paige  and  E.  T.  Throop  Martin,  to  me  severally 
and  personally  well  known  to  be  directors  of  the  Utica  and 
Schenectady  Railroad  Company,  and  the  same  persons 
described  in,  and  who,  on  the  behalf  of  the  said  company, 
and  as  such  directors,  had  severally  executed  the  foregoing 
instrument. 

Also,  on  the  same  day,  appeared  before  me,  Erastus 
Corning,  John  Townsend,  Francis  E.  Spinner,  Marcus  T. 
Reynolds,  Benjamin  Carver,  Isaac  Jackson,  Thomas  W. 
Olcott,  Chauncey  Yibbard  and  Alonzo  C.  Paige,  to  me 
severally  and  personally  well  known  to  be  directors  of  the 
Mohawk  Valley  Railroad  Company,  and  the  same  persons 
described  in,  and  who,  on  the  behalf  of  the  said  company, 
and  as  such  directors,  had  severally  executed  the  foregoing 
instrument. 

And  each  and  every  one  of  the  said  several  persons  so 
appearing  before  me,  as  hereinbefore  mentioned,  severally 
for  himself  acknowledged  that  he  had  signed  the  foregoing- 
agreement  or  instrument,  as  such  director  as  aforesaid,  and 
by  the  order  and  authority  of  the  board  of  directors  of 
which  he  is  a  member  as  aforesaid. 

J  STERNBERG!!, 
Commissioner  of  Deeds. 


STATE  OF  NEW  YORK,  ) 
Onondaga  County,      >  if. 
City  of  Syracuse.  ) 

On  this  seventeenth  day  of  May,  in  the  year  one  thousand 
eight  hundred  and  fifty-three,  before  me  the  undersigned, 
came  John  Wilkinson,  President  of  the  Syracuse  and  Utica 
Railroad  Company  ;  Charles  Stebbins,  President  of  the 
Syracuse  and  Utica  Direct  Railroad  Company ;  Henry  B. 
Gibson,  President  of  the  Rochester  and  Syracuse  Railroad 
Company ;  Joseph  Field,  President  of  the  Buffalo  and 
Rochester  Railroad  Company  ;  Joseph  B.  Yarnum,  Presi- 


32 


dent  of  the  Rochester,  Lockport  and  Niagara  Falls  Kail- 
road  Company;  and  Isaac  C.  Colton,  President  of  the 
Buffalo  and  Lockport  Railroad  Company,  all  to  me  well 
known  as  such  presidents,  respectively,  who  heing  by  me 
severally  duly  sworn,  did  depose  and  say,  that  they  -eve- 
rally  reside  as  follows:  The  said  John  Wilkinson  in  the 
city  of  Syracuse,  in  the  county  of  Onondaga;  the  and 
Charles  Stebbins  in  the  village  of  Cazenovia.  m  the  county 
of  Madison;  the  said  Henry  B.  Gibson  in  the  village  of 
Canandaigua,  in  the  county  of  Ontario;  the  said  Joseph 
Field  in  the  city  of  Rochester,  in  the  county  of  Monroe; 
the  said  Joseph  B.  Varnum  in  the  city  and  county  of  New 
York,  and  the  said  Isaac  C.  Colton  in  the  village  of  Lock- 
port,  in  the  county  of  Niagara  ;  that  they  are  respectively 
the  presidents  of  the  said  several  companies,  parties  to  the 
foregoing  agreement,  as  above  mentioned  ;  that  the  seals 
affixed  to  the  foregoing  agreement  or  instrument,  and  pur- 
porting to  be  the  respective  corporate  seals  of  the  said 
several  companies  are  known  to  them  to  be  such  corporate 
seals  respectively,  and  were  so  affixed  by  the  order  of  the 
respective  boards  of  directors  of  the  said  several  com- 
panies, and  that  by  the  like  order  and  authority,  they,  the 
said  deponents,  had  each  severally  signed  the  said  instru- 
ment as  president,  as  aforesaid. 

Also,  on  the  same  day,  appeared  before  me,  Charles 
Stebbins,  Oliver  Teall,  John  Stryker,  Joel  Rathbone,  Elias 
W.  Leavenworth,  Hamilton  White,  Holmes  Hutchinson, 
Samuel  French,  David  Wager  and  Joseph  Battell,  to  me 
severally  and  personally  well  known  to  be  directors  of  the 
Syracuse  and  Utica  Railroad  Company,  and  the  same  per- 
sons described  in,  and  who,  on  the  behalf  of  the  said  com- 
pany, and  as  such  directors,  had  severally  signed  the  fore- 
going instrument. 

Also,  on  the  same  day,  appeared  before  me,  John  Wikin- 
son,  Holmes  Hutchinson,  Oliver  Teall,  Joel  Rathbone, 
Joseph  Battell,  Elias  W.  Leavenworth,  Hamilton  White, 


33 


Samuel  French,  David  Wager,  George  Barnes  and  Horace 
White,  to  me  severally  and  personally  well  known  to  be 
directors  of  the  Syracuse  and  Utica  Direct  Railroad  Com- 
pany, and  the  same  persons  described  in,  and  who,  on  be- 
half of  the  said  company,  and  as  such  directors,  had 
severally  signed  the  foregoing  instrument. 

Also,  on  the  same  day,  appeared  before  me,  Joseph  Fel- 
lows, Jacob  Gould,  William  F.  Weld,  Horace  White,  Lewis 
Brooks,  Charles  Seymour,  Joseph  B.  Yarnum  and  John  H. 
Chedell,  to  me  severally  and  personally  well  known  to  be 
directors  of  the  Rochester  and  Syracuse  Railroad  Company, 
and  the  same  persons  described  in,  and  who,  on  behalf  of 
the  said  company,  and  as  such  directors,  had  severally 
signed  the  foregoing  instrument. 

Also,  on  the  same  day,  appeared  before  me,  Dean  Rich- 
mond, William  F.  Weld,  Henry  Martin,  Thomas  Kempshall, 
Francis  H.  Tows,  Asa  Sprague,  Daniel  W.  Tomlinson, 
George  H.  Mivmford  and  Lewis  Brooks,  to  me  severally 
and  personally  well  known  to  be  directors  of  the  Buffalo 
and  Rochester  Railroad  Company,  and  the  same  persons 
described  in,  and  who,  on  the  behalf  of  the  said  company 
and  as  such  directors,  had  severally  signed  the  foregoing 
instrument. 

Also,  on  the  same  day,  appeared  before  me,  Azariah 
Boody,  Elias  B.  Holmes,  Edward  Whitehouse,  Silas  0. 
Smith,  Isaac  C.  Colton  and  Roswell  S.  Burrows,  to  me 
severally  and  personally  well  known  to  be  directors  of  the 
Rochester,  Lockport  and  Niagara  Falls  Railroad  Company, 
and  the  same  persons  described  in,  and  who,  on  the  behalf 
of  the  said  company,  and  as  such  directors,  had  severally 
signed  the  foregoing  instrument. 

Also,  on  the  same  day,  appeared  before  me,  Albert  IT. 
Tracy.  Azariah  Boody,  Rufus  H.  King,  Elias  B.  Holmes, 
Edward  Whitehouse,  Josiah  B.  Plumb,  Aaron  D.  Patchin, 
John  Wilkeson,  Joseph  B.  Yarnum  and  Joel  Rathbone,  to 
me  severally  and  personally  well  known  to  be  directors  of 
5 


34 


the  Buffalo  and  Uookpoii  Railroad  Company,  and  the  tame 
persons  described  in,  and  w  ho,  on  the  behalf  of  the  said 
company  and  such  director-,  had  severally  signed  the 
foregoing  instrument.  And  each  and  every  one  of  the  <aid 
several  persons  so  appearing  before  me,  as  hereinbefore 
mentioned,  severally  for  himself  acknowledged  that  he  had 
signed  the  foregoing  agreement  or  instrument  as  such 
directors  as  aforesaid,  and  by  the  order  and  authority  of 
the  board  of  directors  of  which  he  is  a  member  as  afore- 
said. 

(  UN  ION  F.  PAIGE, 

Com inis^'o/n  r  of  Deeds. 


